Outstanding Common Units. The Common Units and the limited partner interests represented thereby outstanding as of the date hereof (and prior to the issuance of the Firm Units or the Option Units, as the case may be), other than the Common Units issued in the offerings listed on Annex 3 to this opinion [Annex 3 is the same as Exhibit A to Xxxxxxx Xxxxx opinion], have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the most recent Preliminary Prospectus and the Prospectus under the caption “The Partnership Agreement — Limited Liability”). In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon representations of the Partnership Parties set forth in the Underwriting Agreement and upon certificates of officers and employees of the Partnership Parties and upon information obtained from public officials, (ii) assume that all documents submitted to him as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by him are genuine, (iii) state that his opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL and Texas law. In addition, such counsel shall state that he has participated in conferences with officers and other representatives of the Partnership, the independent registered public accounting firm of the Partnership, your counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, although such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the basis of the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that (A) the Registration Statement, as of the latest Effective Time, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Pricing Disclosure Package, as of the Applicable Time,...
Outstanding Common Units. The Prior Management Pool Common Units shall remain outstanding and subject to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of Management Pool, dated April 23, 2018 (as may be amended from time to time in accordance with its terms, the “Management Pool LLC Agreement”, and together with the Company LLC Agreement, the “LLC Agreements”), in the adjusted amount as reflected in Schedule A hereto to reflect the Reorganization (as adjusted, the “New Management Pool Common Units”); provided, however, that the Corresponding Units (as defined in the Management Pool LLC Agreement) relating thereto, which were previously the Prior WSP Common Units, shall instead refer to the number of Common Units in the Company set forth in Schedule A hereto. Holder hereby, automatically and without further action on [his][her] part reaffirms [his][her] agreement to be a party to, signatory of and bound by the Management Pool LLC Agreement. At the request of Management Pool, Holder shall execute the Management Pool LLC Agreement or a joinder or counterpart signature page thereto.
Outstanding Common Units
